Steel Partners entities disclose 17.9% Spruce Power (SPRU) ownership in amended 13D

Rhea-AI Filing Summary

Spruce Power Holding Corp received an amended Schedule 13D showing that entities affiliated with Steel Partners Holdings L.P. collectively report beneficial ownership of 3,259,706 shares of common stock, or approximately 17.9% of the 18,168,863 shares outstanding as of November 5, 2025.

The shares are held directly by Steel Connect Sub LLC, with other Steel Partners-related entities deemed to share voting and dispositive power over this block. The aggregate purchase price for these shares is about $11,453,057, funded with Steel Connect Sub’s cash on hand. In addition, Jack L. Howard directly owns 50,000 shares, about 0.3% of the outstanding shares, acquired for roughly $80,010 using personal funds. Recent transactions in the Steel Connect Sub position over the past 60 days were made in the open market and are detailed in an exhibit.

Insights

Equity ownership & activism analyst

Steel Partners-affiliated entities disclose a sizable 17.9% stake in Spruce Power.

The filing shows Steel Connect Sub LLC directly owns 3,259,706 Spruce Power shares, with related Steel Partners entities deemed to share voting and dispositive power. This represents about 17.9% of the 18,168,863 shares outstanding as of November 5, 2025.

The aggregate purchase price for this position is approximately $11,453,057, funded from Steel Connect Sub’s cash. Jack L. Howard separately holds 50,000 shares (about 0.3%) purchased for roughly $80,010. Transactions by Steel Connect Sub over the last sixty days were executed in the open market and summarized in an exhibit, suggesting ongoing portfolio activity rather than a one-time block trade.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

SPRUCE POWER HOLDING CORP

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

(CUSIP Number)

Warren G. Lichtenstein
Steel Partners Holdings L.P., 590 Madison Avenue, 32nd Floor
New York, NY, 10022
212-520-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/12/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

STEEL PARTNERS HOLDINGS L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,259,706.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,259,706.00

11

Aggregate amount beneficially owned by each reporting person

3,259,706.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.9 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Steel Partners Holdings GP Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,259,706.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,259,706.00

11

Aggregate amount beneficially owned by each reporting person

3,259,706.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.9 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

SPH Group LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,259,706.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,259,706.00

11

Aggregate amount beneficially owned by each reporting person

3,259,706.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

SPH Group Holdings LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,259,706.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,259,706.00

11

Aggregate amount beneficially owned by each reporting person

3,259,706.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Steel Excel Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,259,706.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,259,706.00

11

Aggregate amount beneficially owned by each reporting person

3,259,706.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.9 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Steel Connect LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,259,706.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,259,706.00

11

Aggregate amount beneficially owned by each reporting person

3,259,706.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Steel Connect Sub LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,259,706.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,259,706.00

11

Aggregate amount beneficially owned by each reporting person

3,259,706.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

HOWARD JACK L

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 50,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 50,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

50,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.3 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: SPRUCE POWER HOLDING CORP
(c)	Address of Issuer's Principal Executive Offices: 2000 S COLORADO BLVD, SUITE 2-825, DENVER, COLORADO , 80222.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated to read as follows: The aggregate purchase price of the 3,259,706 Shares owned directly by Steel Connect Sub is approximately $11,453,057, including brokerage commissions. Such Shares were acquired with Steel Connect Sub's cash on hand. The aggregate purchase price of the 50,000 Shares owned directly by Mr. Howard is approximately $80,010, including brokerage commissions. Such Shares were acquired with Mr. Howard's personal funds.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 18,168,863 Shares outstanding, which is the total number of Shares outstanding as of November 5, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2025. As of the close of business on the date hereof, Steel Connect Sub owned directly 3,259,706 Shares, constituting approximately 17.9% of the Shares outstanding. By virtue of their relationships with Steel Connect Sub, each of Steel Holdings, SPHG, SPHG Holdings, Steel Holdings GP, Steel Excel and Steel Connect may be deemed to beneficially own the Shares owned directly by Steel Connect Sub. As of the close of business on the date hereof, Mr. Howard owned directly 50,000 Shares, constituting less than 1% of the Shares outstanding.
(b)	Item 5(b) is hereby amended and restated to read as follows: Each of Steel Holdings, SPHG, SPHG Holdings, Steel Holdings GP, Steel Excel and Steel Connect may be deemed to have shared power to vote and dispose of the Shares reported in this statement owned directly by Steel Connect Sub. Mr. Howard has the sole power to vote and dispose of the Shares reported in this statement that he directly owns.
(c)	Item 5(c) is hereby amended and restated to read as follows: The transactions in the Shares by Steel Connect Sub during the past sixty days are set forth in Exhibit 1 and are incorporated herein by reference. All of such transactions were effected in the open market. Mr. Howard has not transacted in the securities of the Issuer in the past sixty days.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: 1 - Transactions in Securities

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

STEEL PARTNERS HOLDINGS L.P.

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary of Steel Partners Holdings GP Inc., its General Partner
Date:	03/16/2026

Steel Partners Holdings GP Inc.

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary
Date:	03/16/2026

SPH Group LLC

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary of Steel Partners Holdings GP Inc., its Managing Member
Date:	03/16/2026

SPH Group Holdings LLC

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary of Steel Partners Holdings GP Inc., its Manager
Date:	03/16/2026

Steel Excel Inc.

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary
Date:	03/16/2026

Steel Connect LLC

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary
Date:	03/16/2026

Steel Connect Sub LLC

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary
Date:	03/16/2026

HOWARD JACK L

Signature:	/s/ Jack L. Howard
Name/Title:	Jack L. Howard
Date:	03/16/2026

FAQ

How much of Spruce Power (SPRU) do Steel Partners-affiliated entities own?

Steel Connect Sub LLC, together with related Steel Partners entities, reports beneficial ownership of 3,259,706 Spruce Power shares. This represents approximately 17.9% of the 18,168,863 shares outstanding as of November 5, 2025, according to the amended Schedule 13D.

What is the total cost basis for Steel Connect Sub’s SPRU stake?

Steel Connect Sub’s 3,259,706 Spruce Power shares have an aggregate purchase price of about $11,453,057. This figure includes brokerage commissions and was funded using Steel Connect Sub’s cash on hand, as disclosed in the amended ownership statement.

How many Spruce Power shares does Jack L. Howard own personally?

Jack L. Howard directly owns 50,000 Spruce Power shares. The aggregate purchase price for this personal position is approximately $80,010, including brokerage commissions, and the filing notes these shares were acquired using Mr. Howard’s personal funds.

What percentage of Spruce Power’s stock does Jack L. Howard’s stake represent?

Jack L. Howard’s 50,000 Spruce Power shares represent about 0.3% of the company’s common stock. The percentage is calculated against 18,168,863 shares outstanding as of November 5, 2025, as reported in Spruce Power’s Form 10-Q filing.

How many Spruce Power shares were outstanding when this 13D/A was filed?

The ownership percentages in the amended Schedule 13D are based on 18,168,863 Spruce Power shares outstanding. This outstanding share count comes from the company’s Form 10-Q, which reported that number as of November 5, 2025.

Did Steel Connect Sub trade Spruce Power shares recently before this amendment?

Yes. The filing states that Steel Connect Sub’s transactions in Spruce Power shares during the past sixty days were all executed in the open market. Specific trade details are included in Exhibit 1, which is incorporated by reference into the amendment.